BankMobile Personal Loan Application Terms and Conditions

These BankMobile Personal Loan Application Terms and Conditions (“**Terms**”) are made and entered into between you and Customers Bank ("we," "us," "our" and "**Customers Bank**") and govern your use of the website and certain products and services you access through or in connection with the website operated by Upstart Network, Inc. (“Upstart”) to (i) request loan offers and (ii) apply for and, if approved, obtain a loan from Customers Bank. All loans are installment loans made by Customers Bank, a federally insured, Pennsylvania state-chartered bank located in Phoenixville, Pennsylvania at [https://bankmobile.upstart.com] and any subdomains ("**Website**").

This is an important document. You must read it carefully and accept all of its terms and conditions before choosing to proceed. You should save/print a copy of these Terms for your records. By clicking "I agree" you are electronically agreeing to these Terms. NOTE, THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS (see Section 14).

1. Loan Offers. By submitting information on the Website, you are requesting loan offers from Customers Bank. Any loan offer request you submit is not an application for credit, rather it is a request to receive a conditional loan offer from Customers Bank. Loan offers are made to eligible individuals who satisfy Customers Bank’s credit policy for BankMobile Personal Loans. You understand you must meet certain basic credit criteria established by Customers Bank in order to be eligible to receive a BankMobile Personal Loan. Customers Bank does not guarantee that you will be presented with loan offer(s) or that you will meet the approval criteria for a BankMobile Personal Loan. In order to proceed with a loan offer you must submit a loan application to Customers Bank via the Website. It is always your choice whether to apply for a loan and Customers Bank will never submit an application on your behalf without your consent. Customers Bank may withdraw a loan offer, terminate consideration of any application you submit, or withdraw approval of your loan at any time in its sole discretion. If for any reason you do not qualify, or you later cease to qualify, for a loan offered to you, (if, for example, your credit score from any consumer reporting agency falls significantly or your debt to income ratio changes), Customers Bank may withdraw its approval of your loan.

2. Credit Report. You have authorized Customers Bank to obtain your credit report from one or more consumer reporting agencies. If Customers Bank obtains information from a consumer reporting agency in connection with its consideration of your loan application, the consumer reporting agency names, addresses and toll-free telephone numbers are as follows: Equifax, P.O. Box 740256, Atlanta, GA 30374-0256, (866) 349-5191; and TransUnion, P.O. Box 2000, Chester, PA 19016, (800) 916-8800. You have a right under the Fair Credit Reporting Act to know the information contained in your credit file at the consumer reporting agency. You also have a right to a free copy of your report from the reporting agency, if you request it no later than 60 days after your information has been obtained. If you find that any information contained in the report you receive is inaccurate or incomplete, you have the right to dispute the inaccuracy with the reporting agency. Please note, the reporting agency plays no part in any lending decision and, if you were declined, will be unable to supply specific reasons why you didn’t receive a loan offer.

3. Loan Application, Verification, and Loan Closing.

a. To receive a loan, you must select a loan offer and, after proceeding, submit a loan application on the Website. If you choose to proceed with a loan offer, Upstart acts as the agent and provides Customers Bank, or its successors and assigns, in connection with your loan application, the loan origination, and the servicing of your loan on the Website. Upstart will will verify any information you provided when you requested a loan offer, including information about your education, employment and your annual income, as well as additional information you submit after choosing to proceed with your loan offer, and to confirm your loan payoff amount if you are applying for an automobile refinance product, by calling you, requiring you to produce appropriate documentation or other proof, and/or to conduct such verification through a third party. You authorize Upstart to request and obtain data from a third party to verify any information that you provide in connection with your loan application. Your completed loan application must be approved by Customers Bank. After approval, you will be presented your final loan terms and related Truth-in-Lending disclosures, which you must accept, by agreeing to your promissory note (the "Note") within the time periods disclosed to you in the loan application flow.

If your loan application is approved then, subject to clause (b) below, your loan, as evidenced by the Note you made to Customers Bank, will be submitted to Customers Bank for origination. Your loan will be on the terms set forth in the Note.

b. Customers Bank may withdraw its approval of your loan application at any time prior to origination (i) in the event of any inaccuracy or omission in your loan application, (ii) if you committed fraud or made a misrepresentation in connection with your application, or (iii) any other disqualifying event occurs. Customers Bank may withdraw its approval of your loan even after you have signed your Note. In the event that your loan application is declined or withdrawn, Customers Bank will retain a record of your loan application for a period of at least 25 months in accordance with federal law.

c. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, under Customers Bank’s customer identification program, Customers Bank must ask for your name, street address, mailing address, date of birth, and other information that will allow Customers Bank to identify you.

4. Fees. Customers Bank may charge you fees if your loan application results in an originated loan. For example, you may be required to pay Customers Bank a non-refundable origination fee. The amount of the fee and how it must be paid will be stated in the disclosures and the Note provided to you. If you receive an unsecured personal loan from Customers Bank, this fee will be deducted from your loan proceeds, so the loan proceeds delivered to you will be less than the full amount of your issued loan. If you receive an automobile refinance loan, this fee will be added to the payoff amount of your existing loan. You acknowledge that the origination fee will be considered part of the principal on your loan subject to the accrual of interest. Additional fees, such as late fees and ACH or check return fees, may also apply to your loan. These fees will be disclosed in your Truth-in-Lending disclosure and your Note.

5. Loan Servicing. If your loan application results in an originated loan, you acknowledge and agree that Upstart may serve as the loan servicer on behalf of Customers Bank and its successors and assigns. As loan servicer, Upstart will administer your loan, and may collect on your loan, on behalf of Customers Bank and any of its successors and assigns. If Upstart is servicing your loan, a copy of your Note(s) representing your loan(s) will be maintained in electronic form on the Website and made available to you for review on the Website, subject to site availability. You will also be able to manage your loan repayments via the Website.

6. Other Products and Services. Any products and services you use through the Website shall be governed by these Terms and any additional terms and conditions you agree to when signing up for a particular product or service. You agree to comply with such terms and conditions, which may be found on the Legal Agreements page after you log-in to the Website, and that such agreements are incorporated herein by reference.

7. Representations, Warranties and Covenants. You represent and warrant to Customers Bank that (i) you are 18 years old and a US citizen or permanent resident, (ii) you are currently residing in the US; (iii) you are applying for a loan in good faith and with the intention to repay it when due; and (iv) all the information you provided in connection with your loan offer inquiry and any subsequent application to Customers Bank is true and accurate and you have not provided any false, misleading or deceptive statements or omissions of fact in your application. Unless you provide a certification as part of your application that you plan to use the loan proceeds for post-secondary educational expenses, you agree that you will not use any of the loan proceeds to fund any post-secondary educational expenses, including tuition, fees, books, supplies, miscellaneous personal expenses, or room and board (see Section 472 of the Higher Education Act of 1965, 20 U.S.C. § 1087ll). You acknowledge and agree that Customers Bank may rely, without independent verification, on the accuracy, authenticity and completeness of all information you provide. You certify that you will not use any loan proceeds to fund any illegal activity or that is prohibited by Acceptable Uses Policy.

8. Bank Account. In connection with any loan application you make on the Website, you represent and warrant that you are the owner of the deposit account(s) that you designate for electronic transfers of funds and have authority to direct that loan payments be made to from such account. You acknowledge your designated account(s) will be the account(s) into which loan proceeds will be deposited and from which monthly loan payments will be made.

9. Termination. Customers Bank may terminate these Terms and your access to the Website at any time (i) in the event of any breach of any of your representations, warranties and covenants in these Terms, or (ii) you otherwise fail to abide by the terms of these Terms. In such event, Customers Bank has all remedies authorized or permitted by these Terms and applicable law. Customers Bank may, in its sole discretion, with or without cause and with or without notice, restrict your access to the Website.

10. NO WARRANTIES. THE BANKMOBILE PERSONAL LOAN PROGRAM AND THE SERVICES PROVIDED IN CONNECTION THEREWITH ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. CUSTOMERS BANK, UPSTART, AND EACH OF OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Neither Customers Bank nor Upstart guarantee continuous, uninterrupted or secure access to the Website or any of the services provided on the Website, and the operation of the Website may be interfered with by numerous factors outside of our control. Customers Bank will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts are processed in a timely manner but it makes no representation or warranty regarding the amount of time needed because these services are dependent upon many factors outside of its control, such as delays in the banking system or the U.S. mail service. Customers Bank reserves the right to make changes to the products and services offered to future customers, including changes to the terms and conditions associated with these products and services.

11. LIMITATION ON LIABILITY. IN NO EVENT WILL CUSTOMERS BANK, UPSTART OR EACH OF OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE OR THE SERVICES (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. CUSTOMERS BANK’S AND UPSTART’S LIABILITY, AND THE LIABILITY OF EACH OF OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.

12. Communications.You confirm you have agreed to the "Electronic Communications Policy", and you have agreed to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that are provided in connection with these Terms, your loan, and the servicing of your loan. You agree that Customers Bank, its loan servicer(s), or a collection agency engaged on behalf of Customers Bank or its successors or assigns, may contact you at any of the telephone numbers and email addresses you provide, subject to applicable law.

13. Notices. You may contact us by emailing bankmobile.support@upstart.com, by calling 1-833-200-0791 during our operating hours 6:00 AM PST to 5:00 PM PST, each Monday through Friday that are business days, or by writing via regular mail to BankMobile Personal Loan Operations, P.O. Box 1503, San Carlos, CA 94070. All communications given to you by email to your registered email address or posted on the Website will be deemed to have been duly given and effective upon transmission or when they were posted. You acknowledge that communications from us may contain sensitive, confidential, and collections-related communications. If your information changes, such as your email address, your mailing address or your telephone number, you agree to notify us promptly of the change by logging into the Website and updating this information in your account profile, or by contacting us as described above.

14. Disputes.

a. Contact Us First. If you have an issue with Customers Bank’s services, or if a dispute arises between you and us in connection with your loan application, please contact us first. Our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. Disputes between you and Upstart regarding our services may be reported by contacting us as described in Section 13. Upstart reports all disputes to Customers Bank.

b. Arbitration Agreement.

NOTICE: IF YOU ARE A COVERED BORROWER UNDER THE MILITARY LENDING ACT, 10 U.S.C. § 987, THE FOLLOWING ARBITRATION PROVISION DOES NOT APPLY TO ME.

YOU HAVE READ THIS PROVISION CAREFULLY, AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION, AS PROVIDED IN PARAGRAPH (ii) BELOW.

A. Governing Law: You acknowledge and agree that the Terms involve interstate commerce and that this arbitration clause will be construed, applied and governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., ("FAA"), as amended. The Arbitrator (defined below) shall apply applicable law and applicable statutes of limitation consistent with the FAA and shall honor claims of privilege recognized at law.

B. Dispute: “Dispute” means any action, dispute, claim, or controversy of any kind arising out of, in connection with or in any way related, even indirectly, to these Terms (including a dispute over the validity, enforceability, arbitrability or scope of this arbitration clause) or any other agreement related to these Terms or any Customers Bank 's services; any relationship resulting from, or activities connected to, these Terms; and any loan-related marketing, processing, servicing or collection activities performed by Customers Bank or Customers Bank 's service providers, including Upstart. For example, “Dispute” includes claims related to: any relationship resulting from, or activities connected to your use of the Website; information you have provided; information and disclosures you received from us or any Creditor; any prior agreements between you and us; servicing; collections; privacy; and customer information. The term "Dispute" also includes: claims under federal or state consumer protection laws; claims in tort or contract; claims under statutes or common law; claims at law or in equity; other past, present or future claims, counterclaims, cross-claims, third party claims, interpleaders or otherwise; and any claim relating to the interpretation, applicability, enforceability or formation of this arbitration clause, including, any claim that all or any part of this arbitration clause, except paragraph G below, is void, voidable or unconscionable.

C. Mandatory Arbitration: Unless otherwise stated in this arbitration clause, any "Dispute" between the Parties shall, at your, the Creditor, or Customers Bank’s election, and each of Customers Bank’s affiliates, subsidiaries, and parents, (the “Parties"), be resolved by a neutral, binding arbitration, and not by a court of law. This procedure includes any Dispute over the interpretation, scope, or validity of these Terms or other agreements between us, this arbitration clause or the arbitrability of any issue, with the sole exception of the Parties' waiver of any right to bring a class action or to participate in a class action as provided for under paragraph G below shall be solely determined by the appropriate court, if necessary. This arbitration clause applies to the Parties, including their respective employees or agents, as to all matters which arise out of or relate to this Note or are in any way connected with the extension of credit set forth in this Note, or any resulting transaction or relationship.

D. Facts About Arbitration: In arbitration, a neutral third party (“Arbitrator”) resolves Disputes, instead of a judge or jury. You, with us, waive the right to go to court. The Arbitrator will conduct a hearing, which is private and less formal than a court trial. Each side will have the opportunity to present some evidence to the Arbitrator. The Arbitrator may limit the Parties’ ability to conduct fact-finding prior to the hearing, called “discovery.” Other rights that the Parties might have in court might not be available in arbitration. Following the hearing, the Arbitrator will issue an award. The Arbitrator’s decision is final, and a court may then enforce the award like a court judgment. Courts rarely overturn an Arbitrator’s award.

E. Pre-Arbitration Resolution: Prior to starting arbitration, you can call Customers Bank at (650) 204-1000 or write to Customers Bank at Upstart Loan Operations, P.O. Box 1503, San Carlos, CA 94070 to attempt to resolve the Dispute. Customers Bank will try to resolve the Dispute. If Customers Bank makes a written offer (“Settlement Offer”), you may reject it and arbitrate. If Customers Bank does not resolve the Dispute, either party may start arbitration. No party will disclose settlement proposals, including a Settlement Offer, to the Arbitrator.

F. Rules and Procedures: Either party may start arbitration by mailing a notice of arbitration, even if a lawsuit has been filed. Such notice shall be given by certified mail, return receipt requested. Notice to me shall be sent to the email address you provided to Customers Bank in your loan application, as updated. Notice to us, the Creditor and its assignees or related third parties shall be sent to Upstart Loan Operations, P.O. Box 1503, San Carlos, CA 94070. The Party initiating the arbitration shall set forth in the notice the nature and factual basis of the Dispute, the names and addresses of all other Parties, the amount involved, and the specific relief requested. The responding Party must mail a response within 45 days, and may also set forth any counter-Disputes. The American Arbitration Association (“AAA”) shall conduct any arbitration according to this arbitration clause. The AAA arbitration rules in effect when the claim is filed apply (“AAA Rules”), except where those rules conflict with this Arbitration Clause or any of Customers Bank’s agreements with you. You can get copies of the AAA Rules at the AAA’s website (www.adr.org) or by calling 800-778-7879. You or Customers Bank may choose to have a hearing, appear at any hearing by phone or other electronic means, and/or be represented by counsel.

G. Class Action Waiver: The Parties agree to give up any right they may have to bring a class action lawsuit or class arbitration, or to participate in either as a claimant. The Parties agree to give up any right to consolidate or join any arbitration proceeding with the arbitration of others. The Parties give up the right to serve as a private attorney general in any jurisdiction in which such procedure might be permitted. To the extent the Parties are permitted to file small claims under Paragraph K below, the Parties agree that any small claim may only be brought on an individual basis and that no small claim may be brought on a class or representative basis. The Parties further agree that if a court or arbitrator decides this Paragraph G is void or unenforceable, this arbitration clause shall be void and without effect.

H. Fees and Costs: If you request, Customers Bank we shall advance all of the Arbitrator’s fees and expenses, as well as all administrative and filing fees, up to an amount of $1000. The Parties shall be responsible for their own attorneys’ fees associated with any arbitration, unless otherwise allowed for under applicable substantive law and awarded by the Arbitrator. If the Arbitrator awards you funds, Customers Bank we will not have to reimburse any arbitration fees and expenses Customers Bank has advanced. If the Arbitrator does not award you funds, you agree to reimburse Customers Bank for any arbitration fees and expenses Customers Bank has advanced. Any such reimbursement shall not exceed the filings fees and costs you would have incurred had you filed a lawsuit in court.

I. Exceptions: The Parties agree that this arbitration clause is not applicable to "small claims" meaning those claims that either Party is entitled to file and maintain in an appropriate small claims court or any action where the total amount in controversy is no greater than $10,000, including any claims for attorney's fees and non-monetary relief. The Parties agree that any small claim may only be brought on an individual basis and that no small claim may be brought on a class or representative basis. The Parties agree that any appeal from a judgment obtained pursuant to this paragraph shall be appealable only by arbitration according to the procedures set forth in this arbitration clause.

J. Severability: If it is determined that any paragraph or provision in this arbitration clause is illegal, invalid, or unenforceable, such illegality, invalidity or unenforceability shall not affect the other paragraphs and provisions of this arbitration clause. The remainder of this arbitration clause shall continue in full force and effect as if the severed paragraph or provision had not been included. Notwithstanding this severability provision, if a court of competent jurisdiction determines paragraph G to be void, illegal, invalid, or unenforceable, the Parties agree that paragraph G above shall not be severed and that this arbitration clause shall be void in its entirety.

K. Right to Opt Out: If you do not want this arbitration clause to apply, you may reject it by mailing a written notice to Customers Bank us that lists your name, address and account/loan number and states that you are opting out of the arbitration clause. An opt out notice is only effective if it is signed by you, and the envelope that the opt out notice is sent in is postmarked no more than 30 calendar days after the date you agreed to the Terms. If you opt out of this arbitration clause, it will not affect any other provisions of these Terms or your obligations under any other agreement with us. If you do not properly opt out as set forth above, it will be effective as of the date you agreed to these Terms. If you opt out of this arbitration clause, such election shall apply only to these Terms, and not to any other past, present or future agreements you have with us.

FOR ALL DISPUTES COVERED BY THIS PROVISION, THE PARTIES HAVE AGREED TO WAIVE THEIR RIGHT TO A TRIAL BY JURY, THEIR RIGHT TO PARTICIPATE IN CLASS ACTIONS OR CLASS ARBITRATIONS, AND THEIR RIGHT TO SEEK PUNITIVE AND/OR EXEMPLARY DAMAGES. EXCEPT FOR DISPUTES AND CLAIMS NOT SUBJECT TO THIS PROVISION, ARBITRATION SHALL BE IN PLACE OF ANY CIVIL LITIGATION IN ANY COURT AND IN PLACE OF ANY TRIAL BY JURY.

THE TERMS OF THIS PROVISION AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT UNDERSTAND ANY TERMS OF THIS PROVISION OR THE COST, ADVANTAGES OR DISADVANTAGES OF ARBITRATION, YOU UNDERSTAND YOU SHOULD SEEK INDEPENDENT ADVICE BEFORE AGREEING TO THESE TERMS. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY EACH OF THE PROVISIONS, COVENANTS AND STIPULATIONS ABOVE.

15. Amendments. We may amend this Agreement and will provide you with at least 30 days written notice of any material changes.

16. Assignment. You hereby agree that Customers Bank may, without notice to you, assign all of our rights, title and interest in these Terms to a third party. You may not assign, transfer, sublicense or otherwise delegate your rights or obligations under these Terms to another person without our prior written consent. Any such assignment, transfer, sublicense or delegation in violation of this Section 16 will be null and void.

17. Processing Errors. You agree that Customers Bank may promptly correct any transaction processing error that is discovered. If the error results in your receipt of less than the correct amount to which you are entitled, you will be credited the difference. If the error results in your receipt of more than the correct amount to which you are entitled, you agree that Customers Bank and/or Upstart, on behalf of Customers Bank, may debit the extra funds upon prior notice to you. You agree to provide any additional consents necessary to correct any errors that occur.

18. Miscellaneous. These Terms, along with the Customers Bank Privacy Policy and any other agreements you enter into with Customers Bank on the Website in connection with your use of additional products or services, represent the entire agreement between you and us or Upstart regarding the subject matter of these Terms and supersede all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and Customers Bank with respect to your use of the Website. These Terms are independent of any agreements you enter into with Customers Bank in connection with any loan you receive on the Website. Upstart is not a party to these Terms, but you agree that Upstart, including its successors and assigns, is a third-party beneficiary and is entitled to rely on the provisions of these Terms, including your representations, covenants and agreements herein, including the arbitration agreement provided in Section 14.b. There are no third party beneficiaries to this Agreement other than Upstart and its assigns. You acknowledge and agree that Upstart and Customers Bank are separate legal entities and neither has guaranteed the performance of the respective obligations of any other entity than itself. Any waiver of a breach of a provision of these Terms will not be a waiver of any other subsequent breach. Failure or delay by either party to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition. If at any time after the date of these Terms, any of the provisions of these Terms is held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision will be of no force and effect, but the illegality and unenforceability of such provision will have no effect upon and will not impair the enforceability of any other provisions of these Terms. The headings in these Terms are for reference purposes only and will not affect the interpretation of these Terms in any way.

Last Updated: September 21, 2022